Webster Financial (WBS) S-3ASR Automatic shelf registration

Exhibit 12.1

Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends

Our historical ratios of earnings to fixed charges and earnings to combined fixed charges and preferred stock dividends for the periods indicated are set forth below. As of September 30, 2014, we had 28,939 shares of Series A Non-Cumulative Perpetual Convertible Preferred Stock outstanding, all of which were issued on June 11, 2008 and 5,060 shares of Series E Non-Cumulative Perpetual Preferred Stock outstanding, all of which were issued on December 4, 2012. The ratio of earnings to fixed charges is computed by dividing (i) income from continuing operations before income taxes and fixed charges by (2) total fixed charges. The ratio of earnings to combined fixed charges and preferred stock dividends is computed by dividing (i) income from continuing operations before income taxes and fixed charges by (2) total fixed charges and preferred stock dividends.

For purposes of computing these ratios (i) earnings consist of income before income taxes plus fixed charges less preference dividend requirements of a consolidated subsidiary, (ii) fixed charges, excluding interest on deposits, include interest expense (other than on deposits) and one-third of rental expense, net of income from subleases that is deemed attributable to interest, and preference dividend requirements of a consolidated subsidiary, (iii) fixed charges, including interest on deposits, include all interest expense and one-third of rental expense, net of income from subleases, that is deemed attributable to interest, and preference dividend requirements of a consolidated subsidiary, and (iv) pre-tax earnings required for preferred stock dividends were computed using effective tax rates for the applicable year.

	Nine Months ended September 30						Years ended December 31,
	2014			2013			2013			2012			2011			2010			2009
Earnings:
Income (loss) before taxes	$	216,532		$	193,710		$	256,219		$	248,362		$	207,334		$	84,522		$	(130,613	)
Fixed charges		71,884			73,594			96,908			120,642			143,388			178,727			258,992
Preference dividend requirements of consolidated subsidiary		—			—			—			—			(1,146	)		(1,011	)		(1,460	)
Earnings, including interest on deposits		288,416			267,304			353,127			369,004			349,576			262,238			126,919
Less: interest on deposits		(32,840	)		(35,782	)		(46,582	)		(59,586	)		(80,808	)		(112,629	)		(180,804	)
Earnings (deficit), excluding interest on deposits	$	255,576		$	231,522		$	306,545		$	309,418		$	268,768		$	149,609		$	(53,885	)
Fixed charges:
Interest on deposits	$	32,840		$	35,782		$	46,582		$	59,586		$	80,808		$	112,629		$	180,804
Interest on borrowings		34,557			33,303			44,330			55,008			55,147			58,747			69,900
Estimated interest component of rent expense		4,487			4,509			5,996			6,048			6,287			6,340			6,828
Preference dividend requirements of consolidated subsidiary		—			—			—			—			1,146			1,011			1,460
Fixed charges, including interest on deposits		71,884			73,594			96,908			120,642			143,388			178,727			258,992
Less: interest on deposits		(32,840	)		(35,782	)		(46,582	)		(59,586	)		(80,808	)		(112,629	)		(180,804	)
Fixed charges, excluding interest on deposits		39,044			37,812			50,326			61,056			62,580			66,098			78,188
Preferred stock dividend requirements		11,526			11,646			15,416			3,517			3,414			20,172			54,148
Combined fixed charges and preferred stock dividend requirements – including deposits		83,410			85,240			112,324			124,159			146,802			198,899			313,140
Combined fixed charges and preferred stock dividend requirements – excluding deposits		50,570			49,458			65,742			64,573			65,994			86,270			132,336
Ratio of Earnings (Deficit) to Fixed Charges:
Excluding interest on deposits		6.55			6.12			6.09			5.07			4.29			2.26			(0.69	)
Including interest on deposits		4.01			3.63			3.64			3.06			2.44			1.47			0.49
Ratio of Earnings (Deficit) to Combined Fixed Charges and Preferred Stock Dividend Requirements:
Excluding interest on deposits		5.05			4.68			4.66			4.79			4.07			1.73			(0.41	)
Including interest on deposits		3.46			3.14			3.14			2.97			2.38			1.32			0.41